Terms of Service

Last Updated: January 2026

Welcome to Fluxverge Digital Agency. These Terms of Service (“Terms”) govern your use of our services and website. We’ve written these terms in clear, straightforward language because transparency matters to us.

By engaging our services or using our website, you agree to these Terms. Please read them carefully.

1. Agreement to Terms

By accessing our website at fluxverge.com, scheduling a consultation, requesting a quote, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree with any part of these Terms, please do not use our services or website.

These Terms constitute a legally binding agreement between you (the “Client”) and Fluxverge Digital Agency (“Fluxverge,” “we,” “us,” or “our”).

2. Services Overview

Fluxverge provides digital marketing web development and branding services including but not limited to:

Custom website design and development
Website redesign and modernization
Website maintenance and support
Search engine optimization (SEO)
Pay-per-click (PPC) advertising management
Email marketing campaigns
Social media marketing
Brand development and identity design
Content creation and strategy
Digital marketing consulting

Specific services are governed by individual Service Agreements or Statements of Work that detail project scope, deliverables, timelines, and pricing.

3. Service Agreements and Contracts

Individual Contracts

Each project is formalized through a Service Agreement, Statement of Work, or Proposal that specifies:

Detailed scope of work and deliverables
Project timeline and milestones
Pricing and payment terms
Specific responsibilities of both parties
Revision policies and limitations
Project-specific terms and conditions

Relationship Between Documents

These Terms supplement but do not replace your individual Service Agreement. In case of conflict between these Terms and your Service Agreement, your Service Agreement takes precedence for matters specifically addressed in that agreement.

Acceptance

Service Agreements are accepted through written approval (email acceptance is valid), payment of deposit as specified, or commencement of work following proposal approval.

4. Payment Terms

Pricing and Fees

All pricing is specified in your Service Agreement and is valid for the duration stated in that agreement. Prices are subject to change for future projects or renewals.

Payment Structure

Unless otherwise specified in your Service Agreement, standard payment terms are:

Project-Based Services:

50% deposit required to commence work
50% due upon project completion before final delivery

Recurring Services (Maintenance, SEO, etc.):

Monthly payment due at the beginning of each billing cycle
Annual payment options available with applicable discounts

Custom Payment Plans:

Available for larger projects as specified in Service Agreement
Must be agreed upon in writing before project commencement

Payment Methods

We accept payment through bank transfer, online payment platforms as specified, and other methods as mutually agreed in writing.

Late Payments

Invoices are due within the timeframe specified (typically 7 days for project invoices, immediate for recurring services). Late payments may result in:

Suspension of services until payment is received
Late fees of 5% per month on overdue balances
Transfer of ownership rights only upon full payment completion
Termination of agreement for payments overdue by 30+ days

Taxes

All prices are exclusive of applicable taxes unless specifically stated otherwise. You are responsible for all applicable taxes, duties, and government charges.

5. Project Timeline and Deliverables

Timelines

Project timelines specified in Service Agreements are estimates based on:

Timely provision of required materials and feedback from Client
Agreed-upon scope with no major changes
Reasonable revision requests within agreed parameters

Timeline Extensions

Timelines may be extended due to:

Delays in Client providing required content, feedback, or approvals
Scope changes or additional requests beyond original agreement
Technical issues beyond our reasonable control
Force majeure events (see Section 15)

We will communicate any anticipated delays promptly and work to minimize impact.

Deliverables

Final deliverables are provided only after full payment is received unless otherwise specified in your Service Agreement.

6. Client Responsibilities

To ensure project success, you agree to:

Content and Materials

Provide all required content, images, and materials in a timely manner
Ensure you have legal rights to all materials provided
Ensure accuracy of all information and content provided
Provide feedback and approvals within agreed timeframes

Access and Cooperation

Provide necessary access to accounts, platforms, and systems
Respond to requests for information or decisions promptly
Designate a primary contact person for project communication
Participate in scheduled meetings and review sessions

Third-Party Services

Maintain active accounts for required third-party services (hosting, email, etc.)
Pay for any third-party services, licenses, or subscriptions required
Grant necessary permissions for us to work with third-party platforms

Legal Compliance

Ensure your business operations comply with all applicable laws
Obtain necessary permits, licenses, or permissions for your business
Not request services that would violate laws or regulations

7. Intellectual Property Rights

Client Content and Materials

You retain full ownership of all content, images, logos, trademarks, and materials you provide to us. By providing these materials, you grant us a limited license to use them solely for the purpose of delivering services to you.

Final Deliverables

Upon receipt of full payment, you receive full ownership and copyright of final deliverables created specifically for you, including:

Custom website designs and code developed for your project
Brand identity elements created for your business
Custom graphics and visual assets
Written content created specifically for your project

Fluxverge Property

We retain ownership of:

Our proprietary processes, methodologies, and business systems
Code frameworks, libraries, and tools we use across multiple projects
Pre-existing intellectual property incorporated into your project
Knowledge, techniques, and experience gained during your project

Third-Party Elements

Some deliverables may incorporate third-party elements such as:

Stock photos, fonts, or graphics (licensed separately)
WordPress core software and plugins (governed by their own licenses)
Open-source code and frameworks

You receive appropriate licenses to use these elements as part of your deliverables, but do not own the underlying third-party intellectual property.

Portfolio and Marketing Rights

We reserve the right to:

Showcase completed work in our portfolio and marketing materials
Use project details as case studies (with metrics anonymized if requested)
Display logos of clients we’ve worked with
Reference our working relationship in proposals and marketing

If you require confidentiality, you must notify us in writing before project commencement. We will honor reasonable confidentiality requests.

Attribution

Where appropriate, we may include a small credit link in website footers (“Website by Fluxverge” or similar). This can be removed upon request for an additional fee.

8. Revisions and Changes

Included Revisions

Each Service Agreement specifies the number of revision rounds included in the project price. Revisions must be:

Requested within the revision phase specified in the project timeline
Clearly communicated in writing via email
Within the scope of the original project agreement

Additional Revisions

Revision requests beyond those included in your agreement, or requested after project completion, will be billed at our standard hourly rate or as a change order as appropriate.

Scope Changes

Changes that expand beyond the original project scope (“scope creep”) including:

Additional pages, features, or functionality not in original agreement
Significant design direction changes after approval of initial concepts
New deliverables not specified in original agreement

Will require a change order with additional fees and timeline adjustments.

Client Approval

Your approval of deliverables (in writing or via email) indicates acceptance and satisfaction. Approved work cannot be revised without additional fees.

9. Website-Specific Terms

Hosting and Domain

Unless we specifically provide hosting services:

You are responsible for obtaining and maintaining website hosting
You must maintain domain registration and renewal
We are not responsible for hosting-related issues or downtime
You must provide necessary hosting access for development and deployment

Website Maintenance

Websites require ongoing maintenance for security, performance, and functionality. Unless you have a maintenance agreement with us:

You are responsible for performing updates and maintenance
We are not liable for issues arising from lack of maintenance except it’s included in our contract.
We recommend professional maintenance for optimal website health

Third-Party Integrations

Integrations with third-party services (payment processors, email marketing, CRM, etc.) are subject to:

Those services’ terms and availability
Additional costs for premium service tiers if required
Potential functionality changes if third-party services change
Your responsibility to maintain active accounts with those services

Content Management

If we provide a content management system (CMS):

We train you on basic content management functions
You are responsible for ongoing content updates and additions
We are not responsible for issues caused by your content changes
Additional support beyond training is available at our standard rates

Browser and Device Compatibility

We ensure websites function properly on:

Current versions of major browsers (Chrome, Firefox, Safari, Edge)
Modern mobile devices and tablets (iOS and Android)
Standard screen resolutions and device sizes

We do not guarantee compatibility with outdated browsers (e.g., Internet Explorer) unless specifically agreed in writing.

10. SEO and Marketing Services Terms

No Guaranteed Rankings

While we use industry best practices and proven strategies, we cannot and do not guarantee:

Specific search engine rankings
Specific amounts of traffic or leads
Specific conversion rates or sales results
Specific timeframes for achieving results

SEO and digital marketing results depend on many factors beyond our control including search engine algorithm changes, competitive landscape, your industry and market, quality and relevance of your offerings, and your website’s history and reputation.

Our Commitment

We commit to:

Implementing proven SEO and marketing strategies
Following search engine guidelines and best practices
Providing regular reporting on progress and metrics
Making data-driven recommendations for optimization
Applying our expertise to improve your results over time

PPC and Advertising Services

For advertising management services:

You retain ownership and control of all advertising accounts
You are responsible for advertising spend separate from our management fees
We manage campaigns but do not guarantee specific results
Advertising platforms (Google, Facebook, etc.) may change policies affecting campaigns
We make optimization decisions based on data but cannot control platform algorithms

Content Marketing

For content creation services:

We create original content based on your specifications and feedback
You are responsible for reviewing and approving content before publication
We optimize content for SEO but cannot guarantee ranking results
You retain ownership of custom-created content upon full payment

11. Confidentiality

Mutual Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the business relationship including:

Business strategies, plans, and operations
Financial information and pricing
Technical information and trade secrets
Customer and contact information
Unpublished creative work and concepts

Exceptions

Confidential information does not include information that:

Is or becomes publicly available through no breach of this agreement
Is rightfully received from a third party without confidentiality obligations
Is independently developed without use of confidential information
Must be disclosed by law or court order (with advance notice if possible)

Duration

Confidentiality obligations continue during the term of our relationship and for two years following project completion or termination of services.

12. Warranties and Disclaimers

Our Warranties

We warrant that:

Services will be performed with reasonable skill and care
We have the right to provide the services and deliver the deliverables
Final deliverables will not infringe third-party intellectual property rights
We will correct errors in deliverables within 30 days of delivery at no charge

Your Warranties

You warrant that:

You have authority to enter into this agreement
Materials you provide do not infringe third-party rights
Information you provide is accurate and complete
You will use deliverables only for lawful purposes

Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or meet your specific requirements beyond what is specified in your Service Agreement.

13. Limitation of Liability

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLUXVERGE’S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO FLUXVERGE IN THE SIX MONTHS PRECEDING THE CLAIM.

Excluded Damages

IN NO EVENT SHALL FLUXVERGE BE LIABLE FOR:

Indirect, incidental, consequential, special, or punitive damages
Loss of profits, revenue, business opportunities, or data
Business interruption or loss of business information
Cost of substitute services or technology
Damages arising from third-party actions or services

EVEN IF FLUXVERGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

These limitations do not apply to:

Our intentional misconduct or gross negligence
Breach of confidentiality obligations
Infringement of intellectual property rights
Matters that cannot be limited by law in your jurisdiction

Basis of the Bargain

You acknowledge that these limitations are reasonable and reflect the allocation of risk between the parties. The fees charged reflect these limitations, and services would cost significantly more without them.

14. Indemnification

Your Indemnification

You agree to indemnify, defend, and hold harmless Fluxverge and its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

Your breach of these Terms or your Service Agreement
Your use of deliverables in violation of law or third-party rights
Content, materials, or instructions you provide to us
Your business operations or products/services
Unauthorized modifications you make to deliverables

Our Indemnification

We agree to indemnify you from claims that final deliverables we create infringe third-party intellectual property rights, provided you:

Notify us promptly of any such claim
Give us control of the defense and settlement
Provide reasonable cooperation in the defense

Our obligation is limited to either obtaining rights for continued use, modifying deliverables to be non-infringing, or refunding fees paid for infringing deliverables.

15. Term and Termination

Project-Based Services

Project-based services continue until completion of deliverables or termination by either party as described below.

Recurring Services

Recurring services (maintenance, SEO, etc.) continue on a month-to-month basis unless:

Either party provides 30 days written notice of cancellation

Services are terminated for cause as described below
A specific term is stated in your Service Agreement

Termination by Client

You may terminate services at any time by providing written notice. Upon termination:

You are responsible for payment of all work completed to date
We will deliver work-in-progress files for completed phases
Deposits are non-refundable
Ownership transfers only for deliverables that are fully paid

Termination by Fluxverge

We may terminate services immediately for cause if you:

Fail to make payment within 30 days of due date
Breach these Terms or your Service Agreement materially
Engage in abusive, threatening, or illegal conduct
Request services that would violate laws or regulations

We may also terminate recurring services with 30 days written notice without cause.

Effects of Termination

Upon termination:

All outstanding payments become immediately due
We will cease work on your projects
Each party returns or destroys the other’s confidential information
Provisions that by their nature should survive (confidentiality, indemnification, limitation of liability) continue in effect

Post-Termination Transition

For recurring services, we will provide reasonable transition assistance for up to 30 days after termination to help you migrate to new providers, at our standard hourly rates.

16. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including:

Natural disasters, pandemics, or acts of God
War, terrorism, civil unrest, or government action
Internet or telecommunications failures
Power outages or infrastructure failures
Labor disputes or strikes
Supplier or vendor failures

The affected party will notify the other party promptly and make reasonable efforts to minimize delay.

If force majeure continues for more than 60 days, either party may terminate the affected Services Agreement with written notice.

17. Dispute Resolution

Good Faith Negotiation

If a dispute arises, both parties agree to first attempt resolution through good faith negotiation. Either party may initiate negotiations by sending written notice describing the dispute.

Mediation

If negotiation does not resolve the dispute within 30 days, the parties agree to attempt resolution through mediation before pursuing litigation or arbitration.

Governing Law

These Terms are governed by the laws of Nigeria, without regard to conflict of law principles.

Jurisdiction

Any legal action or proceeding related to these Terms shall be brought exclusively in the courts of Nigeria, and both parties consent to the jurisdiction of such courts.

18. General Provisions

Entire Agreement

These Terms, together with your Service Agreement and our Privacy Policy, constitute the entire agreement between you and Fluxverge regarding services and supersede all prior agreements and understandings.

Amendments

We may update these Terms from time to time. We will notify you of material changes by email or website notice. Continued use of services after changes constitutes acceptance of updated Terms.

Service Agreements may be amended only by written agreement signed by both parties.

Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Waiver

Failure to enforce any provision of these Terms does not waive our right to enforce it later. Waiver of any breach does not waive any subsequent breach.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets with notice to you.

Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

Notices

All notices under these Terms must be in writing and sent to:

For Fluxverge: Fluxverge Digital Marketing Agency [Physical Address] Email: info@fluxverge.com

For Client: The email address or physical address provided in your Service Agreement

Notices are effective when received.

Survival

Provisions that by their nature should survive termination (including payment obligations, intellectual property rights, confidentiality, warranties, indemnification, and limitation of liability) shall survive any termination or expiration of these Terms.

19. Contact Information

If you have questions about these Terms of Service, please contact us:

Fluxverge Digital Agency

📧 Email: info@fluxverge.com
📞 Phone: +234 813 560 4595
📍 Address: Warri, Delta State
🌐 Website: www.fluxverge.com

20. Acceptance

By using our services or website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Updated: January 2026